PALISADES ANNOUNCES RESULTS OF SHAREHOLDER MEETING AS WELL AS BOARD AND MANAGEMENT CHANGES
VANCOUVER, BC, Aug. 28, 2025 /CNW/ - Palisades Goldcorp Ltd. (TSXV: PALI) ("Palisades" or the "Company") is pleased to announce that at its meeting ("Meeting") of shareholders (the "Shareholders") held yesterday Shareholders approved the re-election of Gregor Gregersen and Elizabeth Harrison to the Board of Directors of the Company (the "Board"). In addition, Collin Kettell and Philip O'Neill were elected to the Board. Former director and Chief Financial Officer Bassam Moubarak did not stand for re-election. Effective immediately, Mr. O'Neill will also serve as the Company's Chief Operating Officer.
Also during the Meeting, Shareholders approved the proposed return of capital transaction (the "Transaction") as announced in the news release dated July 24, 2025. The Transaction remains subject to receipt of the final order (the "Final Order") by the British Columbia Supreme Court (the "Court"), approval of the TSX Venture Exchange ("TSXV"), and completion of required regulatory filings. The Company will announce the effective date of the Transaction once all necessary approvals have been obtained.
All other matters put forward before the Shareholders at the meeting for consideration and approval, including the re-appointment of Deloitte LLP, Chartered Professional Accountants, as auditor of the Company at a remuneration to be fixed by the Board, renewal of the stock option plan of the Company, the grant of conditional stock options under the Company's stock option plan, as well as the potential creation of Michael Parker as a new Control Person, as such term is defined in the polices of the TSXV, of the Company, all as set out in the Company's Management Information Circular dated July 21, 2025, were approved.
Philip O'Neill
Mr. O'Neill is an experienced mining executive and corporate director. He is currently the President and founder of MP1 Capital, a Calgary based investment company created to focus on the natural resources sector. Mr. O'Neill was Director and Chief Operating Officer of Palisades Goldcorp Ltd. from 2019 to 2021, during which Palisades Goldcorp Ltd. became one of the most active financiers in the junior mining space. In 2010, Mr. O'Neill founded TSX listed Sunward Resources Ltd. ("Sunward") where he held the positions of CEO and Director, raising $81 million in a 10-month span to advance the Titiribi gold/copper project in Colombia. In 2015, Mr. O'Neill negotiated Sunward's acquisition by NovaCopper Inc., now Trilogy Metals Inc., at a +140% premium to market. Mr. O'Neill has also held directorship roles for several TSX, TSX Venture, and ASX listed companies.
About Palisades Goldcorp Ltd.
Palisades Goldcorp Ltd. is a Canadian company incorporated in the province of British Columbia acting primarily a resource investment company and merchant bank focused on junior companies in the resource and mining sector. The Company seeks to acquire equity participation in pre-initial public offering and early-stage public resource companies with undeveloped or undervalued high quality projects. The Company focuses on companies that are in need of financial resources to realize their full potential, are undervalued in capital markets, and/or operate in jurisdictions with low to moderate local political risk. The Company is focused on providing retail and institutional investors with exposure in the junior resource space. The Company primarily expects to continue to make investments, pursuant to its dual investment strategy, to achieve broad sector exposure with upside in the event of appreciation in mineral commodities prices, while also providing the potential to realize appreciation in net asset values as a result of discoveries by issuers in which the Company holds larger positions. At present, and after the acquisition of Palisades Investments Ltd (formerly Radio Fuels Energy Corp.) in February 2025, Palisades has a portfolio of equity investments, or securities convertible into equity investments, in over 125 junior resource issuers. Through subsidiaries, Palisades holds exploration properties in Nevada and a uranium exploration property in Canada. The Company owns 100% of Made in America Gold Corp., which ranks as the largest junior mineral claim holder in the State of Nevada, as well as 100% of Radio Fuels Resources Corp., which owns the Eco Ridge Uranium Project in Elliot Lake, Ontario. The common shares of the Company are listed and posted for trading on the TSXV under the symbol "PALI". Palisades' management team identifies highly prospective assets in politically safe jurisdictions and seeks to unlock their value by providing strategic investments, proven technical skills, global knowledge, and increased access to industry relationships.
Notice of Hearing
The application for the Final Order approving the Arrangement is currently scheduled for September 8, 2025, at 9:45 a.m. (Pacific Daylight Time), or as soon thereafter as counsel may be heard, at the Courthouse, 800 Smithe Street, Vancouver, British Columbia, or at any other date and time as the Court may direct. Any Shareholder or any other interested party who wishes to appear or be represented and to present evidence or arguments at that hearing must file and serve a response to petition by no later than 5:00 p.m. (Pacific Daylight Time) on September 2, 2025, along with any other documents required, all as set out in the (i) Interim Order included in the Information Circular and available on the Company's SEDAR+ profile at www.sedarplus.ca, and (ii) Notice of Hearing of Petition attached as Schedule "A". If a Shareholder or other interested party wishes to appear or be represented and to present evidence or argument at the hearing and they file and serve a response to petition after September 2, 2025, at the hearing for the final order counsel for the Company will seek leave from the court to permit the late-filing party to be heard.
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to available exemptions therefrom. This release does not constitute an offer to sell or a solicitation of an offer to buy of any securities in the United States.
Neither the TSX Venture Exchange nor its Regulatory Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has reviewed or accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statements Regarding Forward Looking Information
This news release contains certain "forward-looking information" and "forward-looking statements" (collectively "forward-looking statements") within the meaning of applicable securities legislation. All statements, other than statements of historical fact, included herein, without limitation, statements relating the future operations and activities of Palisades, are forward-looking statements. Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible", and similar expressions, or statements that events, conditions, or results "will", "may", "could", or" should" occur or be achieved. All statements in this news release, other than statements of historical fact, including, without limitation, statements relating to the successful completion of the Transaction, receipt of the Final Order by the Court, TSXV approval and any tax effects thereof, and the plans and business of Palisades are forward-looking statements. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by Palisades, are inherently subject to significant business, economic, technical, geologic, environmental, regulatory, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements and the parties have made assumptions and estimates based on or related to many of these factors. Readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these items. Palisades does not assume any obligation to update forward-looking statements should beliefs, opinions, projections, or other factors, change, except as required by applicable securities laws.
SCHEDULE "A"
No. Vancouver Registry
IN THE SUPREME COURT OF BRITISH COLUMBIA
IN THE MATTER OF SECTION 288 OF THE BUSINESS CORPORATIONS ACT, SBC 2002,
CHAPTER 57 AS AMENDED
AND
IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING PALISADES GOLDCORP
LTD. AND ITS SHAREHOLDERS
PALISADES GOLDCORP LTD.
PETITIONER
NOTICE OF HEARING OF PETITION (FOR FINAL ORDER)
TO: Shareholders, Securityholders, Directors and Auditor of Palisades Goldcorp Ltd.
TAKE NOTICE that a petition by the Petitioner herein, Palisades Goldcorp Ltd., will be heard at the courthouse at 800 Smithe Street, Vancouver, BC V6Z 2E1 on September 8, 2025 at 9:45 a.m.
This matter is not an application for judicial review
Date of hearing
The petition is unopposed, by consent or without notice.
Duration of hearing
It has been agreed by the parties that the hearing will take 15 minutes.
Jurisdiction
This matter is not within the jurisdiction of an associate judge.
NOTICE IS HEREBY GIVEN that a petition will be made by the Petitioner, Palisades Goldcorp Ltd. ("Palisades") to the presiding judge in the Supreme Court of British Columbia (the "Court") at the courthouse at 800 Smithe Street, Vancouver, BC, V6Z 2E1 on Monday, September 8, 2025 at 9:45 a.m. for an order (the "Final Order") approving a plan of arrangement (the "Plan of Arrangement"), or at such other date and time as the Court may direct (the "Petition"), pursuant to the Business Corporations Act, S.B.C., 2002, c. 57, as amended (the "BCBCA").
AND NOTICE IS FURTHER GIVEN that by Interim Order of the Court, pronounced July 23, 2025, the Court has given directions as to the calling of a meeting (the "Special Meeting") of the shareholders of Palisades, for the purpose of, inter alia, considering, voting upon and approving the Plan of Arrangement.
AND NOTICE IS FURTHER GIVEN that the Court has been advised that, if granted, the Final Order approving the Plan of Arrangement and the declaration that the Plan of Arrangement is substantively and procedurally fair and reasonable to the Palisades Shareholders who will receive securities of New Found Gold Corp, on a pro rata basis, in connection with the Plan of Arrangement, will serve as a basis of a claim for the exemption from the registration requirements of the United States Securities Act of 1933, as amended, set forth in Section 3(a)(10) thereof with respect to the issuance and exchange of such securities under the proposed Plan of Arrangement.
IF YOU WISH TO BE HEARD, any person affected by the Final Order sought may appear (either in person or by counsel) and make submissions at the hearing of the Final Order if such person has filed with the Court at the Court Registry, 800 Smithe Street, Vancouver, British Columbia, a Response to Petition ("Response") pursuant to Rule 16-1(4) of, and in the form prescribed by, the Supreme Court Civil Rules and delivered a copy of the filed Response, together with all material on which such person intends to rely at the hearing of the Petition, including an outline of such person's proposed submissions, to Palisades at its address for delivery set out below by or before 12:00 p.m. (Vancouver time) on Tuesday, September 2, 2025.
Palisades' address for delivery is:
DLA Piper (Canada) LLP
Suite 2700 – 1133 Melville Street,
Vancouver, B.C. V6E 4E5
Attention: Parker Fogler
Fax number: (604) 687-1612
Email address: [email protected]
IF YOU WISH TO BE NOTIFIED OF ANY ADJOURNMENT OF THE PETITION, YOU MUST GIVE NOTICE OF YOUR INTENTION by filing and delivering the form of "Response" as aforesaid. You may obtain a form of Response at the Court Registry, 800 Smithe Street, Vancouver, British Columbia, V6Z 2E1.
AT THE HEARING OF THE PETITION the Court may approve the Plan of Arrangement as presented, or may approve it subject to such terms and conditions as the Court deems fit.
IF YOU DO NOT FILE A RESPONSE and attend either in person or by counsel at the time of such hearing, the Court may approve the Plan of Arrangement, as presented, or may approve it subject to such terms and conditions as the Court shall deem fit, all without any further notice to you. If the Plan of Arrangement is approved, it will significantly affect the rights of the holders of securities of Palisades or rights to acquire securities of Palisades.
A copy of the Petition filed herein, Notice of Petition (for Final Order) and other documents in the proceeding will be furnished to any Shareholder upon request in writing addressed to the solicitors of Palisades at its address for delivery set out above.
_______________________________________ |
|
No. Vancouver Registry
IN THE SUPREME COURT OF BRITISH COLUMBIA
IN THE MATTER OF SECTION 288 OF THE BUSINESS
CORPORATIONS ACT, SBC 2002, CHAPTER 57 AS AMENDED
AND
IN THE MATTER OF A PROPOSED ARRANGEMENT
INVOLVING PALISADES GOLDCORP LTD. AND ITS
SHAREHOLDERS
PALISADES GOLDCORP LTD.
PETITIONER
NOTICE OF HEARING OF PETITION (FOR FINAL ORDER)
DLA Piper (Canada) LLP
Barristers & Solicitors
Suite 2700
1133 Melville Street
Vancouver, BC V6E 4E5
Tel. No. 604.687.9444
Fax No. 604.687.1612
File No.: 117984-00002 TJU/jid
SOURCE Palisades Goldcorp Ltd.
For further information regarding Palisades, please contact: Collin Kettell, Chief Executive Officer and Director, Phone: +1 (845) 535-1486, Email: [email protected]
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